Earn-Out Statements. (i) With respect to each Measurement Period in which an Earn-Out Date occurs, Purchaser shall make an Earn-Out Issuance within five (5) days of the earlier of (A) the date on which Purchaser shall be required to file, and (B) the date on which Purchaser shall have filed, its Form 10-Q quarterly report or Form 10-K annual report, as applicable, in respect of the fiscal quarter in which the Earn-Out Date occurred. With respect to each Measurement Period, in the event that Purchaser determines that no Earn-Out Date occurred, within five (5) days of the earlier of (A) the date on which Purchaser shall be required to file, and (B) the date on which Purchaser shall have filed, its Form 10-Q quarterly report or Form 10-K annual report, as applicable, in respect of the fiscal quarter corresponding to such Measurement Period, Purchaser shall deliver to Parent a statement that sets forth in reasonable detail its calculation of the Business Revenue for such Measurement Period (such statement, the “Earn-Out Statement”); it being understood and agreed that Purchaser shall have no obligation to deliver any Earn-Out Statement for any fiscal quarter in a Measurement Period in which an Earn-Out Issuance has been made. With respect to each Measurement Period, if Purchaser fails to deliver the Earn-Out Statement on the date on which it is due pursuant to the prior sentence (the “Earn-Out Statement Deadline”), then an Earn-Out Date shall be deemed to have occurred with respect to such Measurement Period, and Purchaser shall make an Earn-Out Issuance with respect to such Measurement Period within five (5) days following the Earn-Out Statement Deadline. Each Earn-Out Statement shall provide all reasonable backup calculations necessary to arrive at Purchaser’s calculation of the Business Revenue set forth on such Earn-Out Statement for such Measurement Period and such backup calculations shall be certified by the corporate controller of Purchaser as having been calculated in accordance with the terms of this Agreement.
Earn-Out Statements. No later than 60 days following the end of each Earn Out Year (each such 60-day period, an “Earn Out Review Period”), Parent will prepare and deliver to Representative a statement (an “Earn Out Statement”) setting forth its calculation of Net Sales relevant to determining the amount, if any, of (i) the First Earn Out Consideration and any First Year Suspense Amount (after the First Earn Out Year), or (ii) the Second Earn Out Consideration or any offset of the First Year Suspense Amount (after the end of the Second Earn Out Year).
Earn-Out Statements. During the Earn-Out Period, Buyer will prepare quarterly statements (each, an “Earn-Out Statement”) setting forth the calculations necessary to determine the amount of the Earn-Out Payments, if any, to be paid to Seller. Buyer shall deliver to Seller an Earn-Out Statement within thirty (30) days after the end of each quarter during the Earn-Out Period. Earn-Out Payments to Seller shall be paid within forty-five (45) days after the end of each quarter during the Earn-Out Period based on the Earn-Out Statement delivered to Seller for the immediately preceding quarter.
Earn-Out Statements. (i) Within 120-days following the end of each Earn-Out Year (except for the end of the final Earn-Out Year corresponding to the end the Earn-Out Measurement Period), Buyer will prepare or cause to be prepared and deliver or cause to be delivered to the Sellers a statement (each, an “Interim Earn-Out EBITDA Statement”) showing Buyer’s calculation of the Annual Earn-Out EBITDA for the applicable Earn-Out Year.
Earn-Out Statements. 5.1 The Purchaser shall deliver an earn-out statement to the Seller in respect of, and within thirty (30) Business Days following, (i) the period from the Closing Date to 31 March 2009, and (ii) each fiscal quarter of the Purchaser thereafter until the end of the 2010 Earn-Out Period.
Earn-Out Statements. (a) Interim Earn-Out Statements. Within thirty (30) days following the end of each fiscal quarter of Buyer that ends during the Earn-Out Payment Measurement Period (each a "Buyer Quarter"), Buyer will prepare or cause to be prepared and deliver to Seller an unaudited statement (the "Interim Earn-Out Payment Statements") showing Buyer's calculation of Earn-Out Payment Revenue for the applicable Buyer Quarter and a list of those customers whom Buyer has identified as Excluded Customers.
Earn-Out Statements. Within 30 days following the end of each month comprising part of the Earn-out Period, the Buyer shall prepare and deliver to the Sellers a calculation of the Earn-out Revenue to date (the “Earn-out Statements”). The Earn-Out Period the Earn-out Statements shall be prepared in accordance with U.S. GAAP. Within 30 days following the end of the final month comprising part of the Earn-out Period, the Buyer shall prepare and deliver to the Sellers a calculation of the Earn-out Revenue for the entire Earn-out Period, the Earn-Out Payment to be made and the extent to which the Earn- out Payment is to made in cash and/or Earn -Out Shares. The Sellers shall have 60 days following delivery of this calculation to raise in writing to the Buyer any objections regarding either the Earn-out Statements. If no such objections are raised with such period, the calculation shall become final and binding upon the parties.
Earn-Out Statements. Within twenty (20) days of the beginning of each calendar month following the Closing Date, Buyer will provide Seller an unaudited report which details the revenue and Gross Margin for the preceding month. As promptly as practicable and in any event no later than the earlier of: (x) twenty (20) days after Buyer’s accountants deliver to Buyer its audited financial statements for the year ending December 31, 2018 (the “2018 Buyer Audited Financial Statements”), or (y) March 31, 2019, Buyer shall prepare and deliver to Seller a statement (the “Earn-out Statement”) setting forth in reasonable detail Buyer’s good faith calculation of (i) 2018 Gross Margin, (ii) the amount (if any) by which 2018 Gross Margin exceeds the Earn-out Threshold and (iii) the Earn-out Payment (if any) (the “Earn-out Calculation”), including such schedules and data as may be appropriate to support such calculations.
Earn-Out Statements. As promptly as practicable, but in any event within thirty (30) days after the end of each Calculation Period, Buyer shall, and Buyer shall cause the Operating Company to, prepare and deliver to Seller a statement setting forth in reasonable detail Buyer’s calculations (with respect to the applicable Calculation Period, “Earn-Out Statement”) of
Earn-Out Statements. Buyer shall deliver to the Representative, within 60 days after the end of each of the 0000 Xxxx-Xxx Period and the 2020 Earn-Out Period, (i) Buyer’s internally prepared income statement for the Company Products during the applicable period and (ii) a statement setting forth the calculation, in reasonable detail, of the applicable Earn-Out amount (each, an “Earn-Out Statement”).
